Skip to content

CS Executive · Company Law and Practice · Memorandum and Articles of Association and its Alteration

Sundaram Textiles Ltd, an Indian company, passes a special resolution to change its name to 'Sundaram Fabrics Ltd'. Under the Companies Act, 2013, when does the change of name become complete and effective?

The change of name becomes complete and effective only when the Registrar issues a fresh certificate of incorporation bearing the new name. Passing the special resolution or filing it is not enough, because the Act makes the fresh certificate the point at which the name change takes effect.

  1. AOn the date the special resolution is passed by the members
  2. BOn the date the Registrar issues a fresh certificate of incorporation with the new nameCorrect
  3. COn the date the board of directors approves the new name
  4. DOn the date the company files the special resolution with the Registrar

Explanation

A change of name needs a special resolution and the Central Government's written approval. Under Section 13(3), the Registrar enters the new name and issues a fresh certificate of incorporation, and the change is complete and effective only on the issue of that certificate. Passing or filing the resolution alone does not make it effective.

Did you get it right without looking?

One question tells you little. A timed set on Memorandum and Articles of Association and its Alteration shows your real accuracy, how long you take and where you lose marks.

Practise Memorandum and Articles of Association and its AlterationFree diagnostic mock

More Memorandum and Articles of Association and its Alteration questions